Ultimate Vanguard Chronicles
by Born of Prayers
Summary: Being Spider-Man cost him his uncle, mother, and crippled his father, leaving Miles a broken young man still putting together the pieces. But the city needs him, so he reluctantly dons the mask for a second time, and join hands with a few others to become what the city needed, but not without a price as they would learn in their journey to be heroes. An AU Ultimate Spider-Man story
1. Chapter 1

**Chapter1: The New Heroes Initiative**

**Note: This is obviously AU starting from Ultimate Comics – All New Spider-Man 24. The referred incident at Roxxon is something that will be different from what happens in canon, since at the time of this writing there's about three months until the complete story arc is out. Most events that occurred prior have happened though, but once again this is AU—aka Fanfiction.**

**Enjoy.**

* * *

_Triskelion_

A tired sigh escaped from Jessica Drew's mouth as she stood before the steel door. Already dressed in her scarlet full-body suit and mask that left her brunette hair flow down her back, she was currently preparing for a private briefing with General Nick Fury on the Triskelion Island, off the coast of New York. It had been a late night, a lot of things happened, and in the end the immediate follow up with Roxxon had led up to nothing concrete, leaving them to pin the incident as an isolated event due to the actions of a single pawn…again.

"You gonna stand out there all day?" called a masculine voice from the other side of the door.

She steeled herself and entered, taking a seat opposite the general's desk that housed an electronic tablet. "You wanted me for a briefing?"

"The first members of the New Heroes Initiative"—he slid the electronic tablet forward—"take a look," he told her, lacing his fingers and resting his head on them as a single eye tried to read her expression through her mask gave her.

With a moment's hesitation, white-tipped gloved hands reached for the tablet and begun to scroll through the information. "It was approved?"

Fury nodded. "Director Chang approved it after that fiasco with Roxxon. We have a hidden, underground facility located close by them to train, a psychologist on stand-by experienced in consoling teenagers and meta-humans alike, a treatment center for any injuries they sustain, a PR expert to deal with any fallout on the assumption of them being 'Child Soldiers', an insurance plan to cover for damages caused in the line of duty, a go-between with the local authorities, and planned lessons from select members of the more experienced community. "

"So much done that quickly?" Her eyes roamed over the tablet screen and gleamed over the details. "The timing for getting everything set up…how long ago was this planned?"

"Originally, it was supposed to start with Peter Parker," he stated, his voice firm and strong, hiding the lamentation of the young hero's premature death. "Danvers made some mistakes, but she was right in the fact that we can't have young heroes running around unguided. Not anymore."

Jessica pulled up the list of members, starting with profile of Lana Baumgartner (Bombshell), a mutant whose power previously only worked with her mother. In the recent photo she was wearing a pink and black full-body suit and white trench coat with black designs on it, along with an eye-mask. "Her!?"

"There won't be a problem, will there?" Fury asked, his tone even.

"N-no, but…" Jessica recalled that both she and Peter had gotten the foul-mouthed teen arrested. Twice. "How did you get her to agree to this?"

A smug smile crossed the general's lips.

* * *

_Hours Ago – Triskelion Interrogation Room #3_

Tapping her foot impatiently against the floor, Lana sat at a plain table with her eye-mask resting on it as she waited for whoever would come and speak with her. Around her wrists was a pair of cuffs designed to deliver a high-voltage shock should she try to use her powers. It was another five minutes before Nick Fury arrived in person.

"My apologies if I've kept you waiting," he said nonchalantly. "There were three others who warranted my undivided attention prior."

"This is against my fucking rights!" were the first words out of her mouth.

"Mutants civil liberties are something that most people haven't acknowledged since Magneto, despite all the hard work Katherine Pryde had put into fixing that." Fury blatantly stated as he sat down and laid out a tablet on the table housing her profile. "You're going to help me change that, Miss Baumgartner."

Her response was to go off on an explicit tangent about who he could go fornicate with, where insertion would be done, in what positions, followed by what could be done afterwards. The security watching through the camera were busy doubling over and trying to purge their memories of what they just heard.

"Mutants have become an endangered species since the SEAR's virus was reverse engineered into a cure," he continued, ignoring the string of words that would have made a lesser man blush, enraged, sick, or some combination of the three. "Elements in the government have been trying to have them classified as property—natural resources to bolster the standing of the country in the wake of the tragedies that have befallen it."

"So what?" Her eyes narrowed. "You planning on shipping me off to some lab because I can blow things up?"

"Miss Baumgartner, I assisted Miss Pryde during the war to reclaim the southwest and have been a firm support of the mutant cause. Under normal circumstances, I wouldn't see you as anything but a person whose packing firepower that comes out with a thought. Not property."

She scoffed. "And now?"

"Under these circumstances?" he mused, before his voice dropped lower. "A criminal with who's on their third strike. The first two times your mother was blamed as a bad influence and since your powers required both of you together and were inert when separated you were given a second and third chance. That little stunt you pulled with those other two, fighting in the streets, endangering human lives, and damaging property, was the last strike."

His eyes caught the way her body was tensing and her fist clenched, subtle reactions. From what he read on her powers, she was probably subconsciously preparing to use them at the drop of a dime. Time to bring it home and throw her a lifeline.

"But all can be forgiven if you're willing to work with us as part of a new initiative we're putting together for young individuals with powers," he offered, producing a stylus designed to function on the screen of the tablet and pulling up a waver that she could sign on. "Just put your name on the dotted line."

She stared at the screen, not bothering to go over the writing since what was happening was obvious. "You want to turn me into a weapon?"

"A hero," he clarified. "Someone else who can represent your species in a positive light rather than being given the cure like it's a sickness and locked away or seen as nothing but a nameless piece of property. It's your choice."

She nodded, her eyes fixing themselves on his. "And if I still refuse?"

"I said that mutant rights were non-existent," he reminded her, pulling up a profile of another woman that she recognized all too well. "That includes prisoners. Like your mother, Lori Baumgartner. The name 'Bombshell' is appropriate for you both, since her powers make her useful as artillery on the battlefield."

Lana jumped out of her chair. "You fucking asshole, you wouldn't—"

"Not me," he clarified. "She remains in the SHIELD detention block for mutants and other empowered individuals, receiving three meals a day and called by her name rather than a number that matches a barcode on the back of her neck. How long she remains there is up to you.

"There have been at least three hundred known legal inquiries into those who have powers that can benefit the medical, military, or agricultural fields within our cells and I have no doubt that some of those elements in the government I mentioned have pinned her for being useful since if your powers have been bolstered to be used independently so will hers given enough time or through artificial means.

"If you cooperate with us, we can stonewall all attempts at her despite the complications it may bring," he started. "Her time will be reduced and she'll get out a lot faster. She _will_ be given the cure that will negate her powers as part of her release, of course, but she'll be considered a citizen of the United States—an ex-convict, but better that than property."

Leaning over the table and staring at the photo of her mother, she finally asked, "Why me?"

"Aside for the aforementioned reasons?" He picked up the stylus and held it up to her. "Because I see someone young enough to deserve a final chance, not someone who deserves to spend the rest of her youth in a cell."

"…Fuck it!" Lana snatched the stylus from his hand and signed. "If something happens to my mother, I will blow your ass away."

* * *

_Back to the Present_

"We negotiated," was all Nick Fury told Jessica.

She didn't dig any further into it and instead pulled up the profile on the next two.

Tandy Bowen (Dagger), a former student council president at Midtown High School of Queens. Her outfit of choice was a leather-ish bodysuit, only pure white and exposed her hands. Tyrone Johnson (Cloak), a former student council president at Forest Hills High School, dressed in a black cowl. Both were victims of an accident, put into a coma on their prom night, and supposed to be dead and cremated.

"They agreed too?" she asked.

* * *

_Hours Ago – Triskelion Interrogation Room #2_

"Tandy Bowen, Tyrone Johnson," Nick Fury addressed them in a professional tone. "First, let me congratulate you on your recovery after that tragic car accident and 'deaths' that we are investigating. I assume your powers were a result of that recovery?"

"We aren't sure," Tyrone answered. "We just woke up a few days ago…"

"You both seem like reasonable people, so I'm inclined to ask why you thought pursuing Bombshell and causing damage on that scale, along with attacking Roxxon Corporation, was a good idea?"

"We just wanted some answers, and…to get back to normal…" Tandy said.

Tyrone's face scrunched up in distaste. "You don't understand what it's like to have this…this curse you call a power."

"I can't understand that, but regardless you two are facing some consequences and SHIELD is in charge of handling cases like this. Given you both had stellar records before your accident that would be a travesty, so I have a proposition for the both of you—one that will allow you some normalcy by teaching you to control your powers until we can find some way to reverse it and, at the same time, improve the situation with the city and world. It's called the New Heroes Initiative and I want you two as part of it."

Hesitation was written all over their faces, with Tandy asking, "Can't we go back to the way things were?"

"If there's one thing I've learned over my years is that power breeds conflict and serves as a deterrent at the same time. Very few of those with power are able to find peace once known and, as examples of successful genetic-altering empowerment, you are very valuable and known after that incident. Until we can get you cured, SHIELD is offering you protection and an olive branch," he finished, presenting the tablet. "Do you accept?"

* * *

_Back to the Present_

Fury responded with, "Wholeheartedly."

She brought up the last member of the team—Miles Morales. He was a young man of fourteen, both Hispanic and African-American descent, with low-cut hair. His outfit was the one she'd given him, so there was a lump in her throat as she took in his photo and the file on him, recently compiled at that. "I know I told him he needed to get back on the horse, but…"

* * *

_Hours Ago – Triskelion Interrogation Room #1_

Miles sat at the table, eyes cold and tired after the events that led to the situation in general, across from Nick Fury. They'd been like that for the last three minutes. The first one to speak would be the one willing to break the tension. Fury was hoping he'd be a little more open, but the dossier he had on the psych evaluation after his mother's death had proven a little too accurate.

Eventually he spoke first. "You've grown since we've last met in person. I'm glad the suit was to size."

Miles preferred to simply cut to the bad part. "What's going to happen now?"

Fury conceded to the request to skip the small talk. "You and three other youths went to attack Roxxon in an attempted to bring them to justice, for lack of a better term, after learning through interrogating the hospital staff that was overseeing them when this Cloak and Dagger vanished from the hospital, giving you a very weak trail that led to the corporation. Despite not knowing who at Roxxon was supposedly responsible for the other two's transformation."

"They made Venom," Miles stated. "They've been doing stuff behind closed doors and—"

"That Venom incident wasn't legally proven to be their fault in the investigation. I know they're shady, and we'll keep an eye on Roxxon, but the fact is you attacked the police who arrived and security there," he finished. There was no malice or overt compassion, merely stating a fact.

"They were shooting at me when I hadn't done anything to them," Miles responded, his muscles tensing as he recalled the scene that overlapped with his nightmares now. His mother bleeding out in his arms, the light in her eyes fading as she whispered her final words to him. "I just webbed them up—rendered them harmless before someone else innocent got shot."

"You and the others were trespassing and they were doing their job," Fury responded. "Going to lethal force off the bat was excessive, but the general consensus gathered from the police department after the incident at the hospital was that Spider-Man has a Bull's Eye on his back if they get the chance—not all of them, but the majority."

His single eye was level as he said, "Miles, if you get arrested, your case involving your mother is going to go south. The police will use the information and try to tie you into your mother's death as a major factor since the symbiote was going after you. All the property damage done your first few months under the mask, reparations, everything will be used as an excuse to make your life more difficult than it is…"

Running his gloved fingers through his hair, Miles sighed. "I know."

"Yet you put on the mask again," Fury added.

"I know," Miles repeated with his tone even dourer than before. "It wasn't an easy choice to make."

"No one said it was easy," he agreed. "You understand that being a hero is about something greater than the individual. In one year alone, despite our efforts, there are more villains, more victims, more cries for help from people who may never thank you."

"Yeah…" Miles trailed off, eyes moving to the mask on the table.

Fury decided to change up, easing the mood. "Nice trick with the webs, by the way. New fluid?"

"Ganke experimented with the original formula and the old web-shooters," Miles explained. "He calls it 'Impact Webbing'. Since the SHIELD issued shooters aren't calibrated for them I had to switch out the cartridges."

"Hmm, we might put the kid on retainer once he gets a little older and we'll have your shooters fitted for a secondary release system." Fury pulled out his tablet and placed it on the table. He gestured for the young man to take it. "Anyway, to settle this issue with the police as well as prevent this from occurring again, there's a program we're starting for young heroes such as yourself."

"Like the Ultimates?" Miles guessed.

"Similar, as they are both under my command, but a bit different in other ways. It'll serve as a gateway for up and coming youngsters that need to get their feet wet, with mentors from the hero community as it expands, training from experts, and more. People are tired of watching the number of criminals and empowered thugs grow as the number of people to protect them declined and are left in the hands of children who think just because they wear a mask and have powers they can go out, only to be kicked around and killed.

"By the time you reach maturity, you'll be full-fledged heroes whose growth had been recorded and used for future trainees. The name given to the unit hasn't been determined yet, but I want you on it."

Miles thought it over. If he'd known how his powers would have reacted to machinery, or if there was someone in a position of power he could have gone to when his uncle started blackmailing him into trying to be a criminal, the Prowler's death and the backlash that followed could have been avoided. Peter Parker died on his own doorstep because he didn't have a team backing him up or the training, and if Miles lost his father that day the symbiote attacked, he would have lost everything that he had to live for.

"…I'll do it," he consented softly, looking at the ceiling as he added, "on one condition."

Fury produced the specialized stylus. "Name it."

"Protection for my family and friends," Miles stated. "If I get ID'd by a villain or anything. I want them protected. If something happens, I want them freed from the consequences of me being Spider-man."

There was a pregnant pause. Then he nodded. "Consider it done. Make a list of names."

* * *

_Back to the Present_

"He needs what Peter should have gotten," Fury stated. "We gave him the right to use the name a year ago and, to our mutual discontent, we threw him out into the world without a safety net and hoped it would build character. We didn't consider whether the character built would be good or bad. And with everything that's happened to him, it seems like we're looking at the makings of the next big super-villain, but the same could've been said for Peter."

Jessica nodded silently, her thoughts of her other half bittersweet. "When does it begin?"

"The program begins this Saturday and Sunday, they'll meet up on the weekends and evenings," he answered.

"Miles and Lana still have to attend school," Jessica pointed out.

"Discreet arrangements have been made for all of them in regards to schooling, should they be needed during those hours for an emergency," he responded. "In addition, it can be seen as a paid internship being offered through a shell corporation and they'll all receive a monthly paycheck as compensation as well as certain benefits.

"As for Tandy Bowen and Tyrone Johnson, they are legally listed as dead. While their immediate families are in the know, explaining the recovery would be difficult to the general public. Not to mention with their powers being unstable it would be dangerous without monitoring, so they'll be under SHIELD care for the time being."

_That sounds well and good, but it'll be harder to pull off given what's on their profiles about their personalities, _she thought. "Who'll be their handler?"

"These kids need someone to guide them, someone who can relate as well…" He pointed squarely at her. "They need you. Understand?"

Looking at the profile picture of them all, doubts filled her. But, besides this being an indirect but firm order from the director of the Ultimates, Jessica did agree with him. "I'll do my best then."

"Good," he stated, leaning back in the chair. "Now, there are two other matters we need to discuss. The first is about Quentin Beck's escape a few months ago, and the second is about Scorpion."

That grabbed her attention. The mention of the other surviving clone of Peter Parker, her brother in other words, and a villain from another universe, where Peter Parker lived to adulthood, were something she found urgent. The discussion between their ears only would have repercussions later on.

* * *

_That Saturday_

Miles Morales checked over his text messages a final time before he left the dorm of the charter school. Sitting on the bed was his plump and chemistry-inclined friend, Ganke, watching him in curiosity and excitement.

"You're going to meet up with that lady from before?" The contents of the question didn't need to be stated.

"It's what I agreed to," Miles responded coolly as he flipped the hood over his head. He was dressed in a casual hoodie and pair of jeans. Jessica told him he could leave his outfit at home, but to bring the web-shooters, so they were nestled on his wrists.

"And you'll be working on a team and everything?" he followed up.

Miles shrugged. "Supposedly with those guys from before."

"Man, that sounds cool," Ganke fell back onto the bed. "You're sure I can't come along?"

"The meeting place is supposed to be a secret from all but those involved. Just telling you is the limit of what I can say…" Miles opened the window as his form faded from view, blending in clothes and all. Camouflaged, he leapt out of the window and clung to the side of the building. "And it's not cool. It's…work."

Ganke sighed as he closed the window. "Coolest job ever, minus the downsides…"

Leaping over the bounds of the charter school and traversing the rooftops until he was a good distance closer to the place where Jessica was waiting, he fell into an empty alley and his figure faded into view before he walked out of the alley and onto the sidewalk of the busy New York streets. A few minutes later he found her checking her time on her phone while sitting in a car positioned in a parking lot as he approached.

Entering into the car's passenger seat they drove off in silence until Jessica decided to try and make small talk. "So, you ready for this?"

"I think so," he answered plainly, eyes fixed on the road ahead. There was still an air of emptiness wafting off of him. Not excitement, no nervousness, just apathy from trauma that had yet to heal.

"I promised to teach you how to be a hero," she reminded him gently. "Even if it's a bit late, at least this way it's not on a battlefield with bodies lying around and bombs in the backdrop. You'll be the youngest one there and, of the other members, two went to the same school as Peter and I can't say how they'll react to you in the current setting, but no matter what you're all equals on the same team.

"And Miles…thank you for doing this," she added honestly. "For Peter's legacy and everything."

The rest of the drive was silent until they pulled up to a small office building, plain and lacking any real descriptive features that would set it out from the neighboring buildings around it.

"While we're waiting for the final member to arrive, I'll give you a tour of the upper levels," Jessica told him after checking on the status of the others. "The building looks normal for the most part, but its designed to be covert in an urban setting and there are numerous undisclosed entrances and safety measures."

She guided him to the building and slid a card through a reader attached to the glass door. "For instance, these doors look like glass, but they're actually reinforced and as durable as steel. To enter the building you need an ID card."

Reaching into her pocket, she provided him with one. "This card serves as a means to contact you as well and to show authority as a unit under SHIELD. All the government and local authorities have been advised to fall in line once shown it. "

Miles slipped the card into the pocket of his hoodie and followed her inside. The building had a rectangular shape overall, two stories tall on the surface with the living quarters and a recreational room being on the second floor, while the office setting was on the first. The rooms that would serve as their own personal rooms had standard beds and bathrooms, nothing excessive and no personalization yet—blank slates that would eventually reflect the state of their hosts.

Stepping into the elevator, she presented her card and a panel at the bottom slid open, revealing a new set of buttons leading to the lower levels that fell below the surface. Jessica pressed the button and the cart rumbled with them inside before descending. The hum of the cables sounded until they came at a stop and the doors opened, revealing what lay beneath the surface.

The chrome interior was all steel, a rounded foyer that had passageways leading towards the underground parking deck that came out a good distance away from the building, the conference room that housed a console attached to a huge monitor, a training area filled with machinery and a range for distance practice and more, an infirmary for injuries that needed treating, and smaller offices for the personnel that would be working with them.

Jessica had finished showing around when they both heard a loud "YOU!" from the end of the passageway, in the foyer. The entered to find the other three gathered, along with two other women that Miles had never seen before, with Lana pointing a finger at Tandy.

Lana was dressed in a short shirt that exposed her stomach and a jean skirt, stripped stockings running down her legs, as well with pigtails courtesy of two pink scrunchies at her grandmother's insistence. You could imagine she wasn't in a pleasant mood as she stared at Tandy, dressed in a white leather jacket and khakis, her hair in a ponytail.

"I can't believe that you're the bitch who was chasing me through Brooklyn," Lana said angrily. It was their fault she ended up in this situation. "You're supposed to have been dead Miss President."

"And I can't believe that the most foul mouth person I'd ever heard was the barbarian we chased all over the city…" Tandy shot back. "Oh wait, I can."

"There are no secret identities amongst team members," Jessica stated, breaking them up as she pressed a button on a panel on the wall and the floor in the center opened up. A platform with a table and chairs rose up slowly. "The moment you were brought into SHIELD your identities were registered and in some cases have been there for a few months to a year. Rather than having you pester one another over your identities or compromise yourselves on the field trying to protect it, we need to be aware of one another completely."

"Who the hell are you?" Lana barked.

"My name is Jessica Drew, also known as Spider-Woman, a member of SHIELD and the Ultimates, and your handler starting today," she said. Taking her place at the round table, Jessica motioned for the others to do so and laced her fingers while waiting for them to sit before she continued. "For today, all of you need to become acquainted with one another, as well as with those who will be assisting you in your endeavors."

"I'm Artemis Raines," said the first of the previous unknown women, her blonde hair flowing down her shoulder in cresting waves as she smiled. "I'll be counseling all of you through your journey into being heroes and evaluating your mental growth as well as helping with any physical injuries."

The second woman's posture was rigid as she sat. "My name is Daisy Johnson, codename Quake, and at the command of General Fury I'll be handling training for all of you until you're all a single unit and move as one."

"There will be others in time, but for now we'll be the sole faculty," Jessica said, pointing to Miles. "Your turn."

"I'm Miles Morales," he started out taking a deep breath, "I was bitten by a genetically-altered spider and became the current Spider-Man."

"He's a bit young, isn't he?" Tandy voiced. Tyrone nodded as well.

Lana was doubtful. "Spider-boy is more like it. You can't be serious about him being Parker's replacement, who up and vanished last year, only to pop up when these two dragged me into this mess? And exactly how many of those spiders are running around if you spider-people keep popping up?"

"Miles proved himself as Peter's successor, receiving the blessings of myself, May Parker, General Fury and Captain America, as well as another who carried the name," Jessica alluded, defending him. "He _is_ Spider-Man. Now, would you be so kind as to introduce yourself to your teammates?"

"Fine." Lana put her boots onto the table and leaned back in the chair. "The name's Lana Baumgartner, I attend the same school as Miss Glow-In-The-Dark before her nap. You can probably put two and two together and tell I'm not happy to be here with two of the people who decided to hunt me down one fine fucking evening in Brooklyn and trap me in that freaky shadow thing, nor happy to be with one of the people who got me fucking arrested in the first place, or the shitty replacement of the other. I was born with the power to make things blow up and my codename is Bombshell."

"So she's a mutant?" Tandy asked for confirmation.

Lana's eyes narrowed. "And if I am? You gonna call a task force on me like I heard you did with the last one?"

Daisy decided to step in at this point. "There are no mutants, no humans, no division at all—only members of equal standing under a single flag. Understood?"

After various degrees of agreement, Artemis asked, "Can either Tandy or Tyrone speak up next?"

Tyrone took the lead this time. "Tyrone Johnson, formerly of Forest Hills High School. I was in an accident on the way to prom and…the next thing I remember was waking up changed into…this. My codename is Cloak."

"Tandy Bowen," Tandy followed up. "I was in the accident with Ty and…well, like he said. I go by Dagger as well."

Daisy clasped her hands and stood. "Now that that's out of the way, Jessica and I are going to get the training equipment set up as well as the measuring devices so we can gauge your various attributes before going into anything serious. Take a couple of minutes to get to know one another a bit better."

"Actually, Miss Baumgartner," Artemis called out, "can you see me in my office for a moment?"

"I just fucking got here and the shrink thinks something's wrong with me already?" Lana huffed, annoyed more than anything. "What's the fucking problem?"

"I'm doing evaluations of everyone, but your habit of swearing needs to be addressed first," she clarified. "Please follow me so we can discuss it in details."

"Fuck," Lana sighed as she followed her out. That left Tandy, Tyrone, and Miles alone together at the table, a sense of awkwardness looming over them. More so since Miles felt like a third wheel.

Miles cleared his throat in an attempt to start things off. "Um, so how are you adjusting to everything. Your parents, did they take the news of you—um, living—well?"

The couple looked to one another, with their hands overlapping one another on the table, before Tyrone spoke up first. "They are…mixed about it. They were told we were dead, receiving ashes from our supposed remains by the staff at the hospital. Without even having time to properly grieve they received a call from SHIELD not even a few days ago and told to come in. Now we've become…whatever we are…"

Tandy bit her lips in silence, tightening her hands that were wrapped around Tyrone's. Her parents weren't exactly fans of mutants, as she wasn't either, in the wake of Magneto and having discovered what she had become they were conflicted even more so. They wondered whether or not she was really the daughter they raised and it hurt more than anything else. "They just need time to adjust, I'm sure."

Miles felt a nauseous feeling growing in the pit of his stomach. Would his father react the same way if he found out who Spider-Man was beneath the mask? "I'm sorry for asking…I can understand…sort of…"

There was an awkward silence that followed, with Miles doing his best to distract himself by checking on the arriving text message from his own girlfriend asking where he was. He gave a vague answer as Lana came back in with a pout on her face and Artemis called him, Tyrone, and Tandy back one at a time to do an assessment on their current mental states, before Daisy called them all to the training area and began a battery of general and standard tests that lasted well until the sun went down.

"Alright, we'll call it quits for tonight," Daisy stated, after spending hours of watching them and instructing them along with Jessica. "In terms of general skills Miles is the strongest in terms of physical strength and agility, while Lana is the most destructive in terms of offense. Tyrone and Tandy, both of your abilities need fleshing out before we can determine anything overall on which positions you'll occupy in the unit. Of course, taking into account your individual skills, such as Miles's spider-sense—"

Tyrone raised his hand and interrupted with a question. "Spider-what?"

"Spider-sense," Jessica explained. "It's something that those who undergo the same process of being bitten by genetically-altered spiders attain, enabling them to sense danger before they consciously notice it and tells them to dodge. In his case, it is weaker than my own, allowing him to sense the danger and the direction, but the range is lower and timing is narrow."

"So that's why you're all so fucking hard to hit," Lana realized, given she had fought both Jessica and Peter. Her thoughts paused as she heard Artemis clearing her throat and she sighed, fishing coins from her pocket and handing them over.

When the others looked at her, she smiled and produced a small container to place it in. "Swear Jar, a part of what we're trying to curb her language."

"You're going to need a bigger jar," Tandy bluntly said what they were thinking out loud.

"Go fuck yourself!" Lana snapped back. "At least I wasn't the one who got stuck in a coma and came out as the very thing I hate. Karma's a bitch."

"Why you…" The insult rubbed her the wrong way and her eyes became illuminated as light gathered between her fingers in the form of blades. At the same time, luminous, burning-orange rings appeared around Lana's wrists.

Jessica rubbed the bridge between her eyes and sighed. "Enough! Since the day is over, everyone go home and report back at 8 a.m. for the next battery of tests and training. Miles, can you wait for me upstairs to get you back to the dorms?"

He nodded and left, eager to get out before things went to hell.

"Getting out here again at that time is going to be a fucking pain," Lana stated, dropping more money in the swear jar. "I'm crashing in one of the rooms upstairs."

Tandy and Tyrone both left together to pick out their own rooms as well. Alone with Daisy and Artemis beneath the base, Jessica entered with them into the conference room and sat in the console's chair before pressing a series of buttons until Nick Fury's face appeared on-screen.

"How bad are they?" Fury asked off-the-bat.

Daisy responded promptly. "They have no cohesion as a unit, sir."

Artemis's answer was a little more detailed. "Miles seems to be introverted and silent the majority of the time, feeling out of place no doubt and unsure of himself. Lana and Tandy are hate each other, fueled by one's distrust of mutants in general due to her upbringing and current events, while Tyrone's priority is solely Tandy's safety and seemed troubled by his powers to a greater extent than any of the others—which is understandable given what they are and how unstable they seem."

"In short, we have a lot of work cut out for us," Jessica finished. "A lot of work…"


	2. Chapter 2

**Chapter 2: Lack of Communication**

* * *

_New York City – One Month Later_

The twilight was on the horizon, illuminating the skyline so that it almost seemed like it was burning as the dying day's light neared its end. The twin pig-tailed brunette leaped off a rooftop and over an empty alley, coming to a roll on the adjacent one as she stuck the landing. There was a slight ache in her muscles as she had to do so with both jeans and a long-sleeve t-shirt to hide her outfit as she moved, the trench-coat she preferred to wear nestled safely in a backpack next to the others waiting for her another rooftop over. Daisy had ordered they learn how to navigate through the city in the high-ground and low-ground, with Lana preferring the motorbike they provided and the low-ground to the high-ground.

_Honestly, why the fuck do I need to learn how to move across buildings? _Lana whined in her head running towards the edge of the building and jumped over, landing on a crouch next to the other three who were standing in front of Jessica with a stopwatch that she stopped.

"It took you roughly five-minutes to get here when the others did it in three or less," Jessica said. "There were at least five other ways you could've gone from Point A to Point B quicker."

"Well excuse me," Lana snarled. "When I signed up for this crap I didn't know you'd expect me to spend all my time running across buildings, going over dozens of files on what to do and what not to do, or try to figure out how to get from one building to another like I'm a traceur or something. What the hell does it matter how fast I get there as long as I do—and why couldn't I simply use my power to propel myself there faster?"

"You should learn about the territory you need to look over so you can respond quickly to a cry for help while it's calm now," Jessica reasoned. "There are also times when your powers may not function properly."

"Well, either way, this is boring," Lana huffed as she reached over her backpack.

**SKKKKKIIIIRRSSSHHH! BOOOOM! **Then, as if the city heard the young mutant's displeasure and the older clone's temptation of fate, the sound of an out of control vehicle and distant explosion showed cut her off, followed by a spout of smoke rising marking the location and gunfire that quickly faded. Being New York City meant that it could be one of many things—mutants, aliens, crazy robots, car accident, or just run-of-the-mill robbers—but for Lara, it meant she could finally alleviate the boredom that had been accruing.

She jumped off the roof with her backpack slung over her shoulder without a second thought, ignoring Jessica's order to wait, and used her ability to propel herself towards the location, twin streams of streaking orange illuminating the flight trail as she used it in short bursts between rooftops.

Jessica sighed and looked at the other three just standing there. At least they weren't as impulsive as she was. Nodding her head towards the site, the three took off after their teammate with Tandy vanishing within the dark veil of Tyrone and Miles swinging off. Jessica picked up her phone from a pocket in her suit and called Daisy on the other end. "It's me. We're about to go public a bit prematurely…you may want to warn the PR consultant we've got to get started."

* * *

_Crime Scene_

Herman Schultz felt that this was going to be a good day today and it showed on his face as he stood opposite the armored car that had been turned over and the guards on the pavement, unconscious and breathing if they were lucky. After breaking out of prison a few days ago, he managed to get replacements for his equipment and, best of all, there was no more Spider-Man since the kid got himself killed fighting off some of the A-Listers while the supposed replacement was nothing but a hoax, not seen in a year.

"Shocker's finally going to get what's his!" His grasp on the controls of his shockers tightened. The hummed as they came to life, the air itself shaking from the release port of the device that was aimed for the door of the vehicle. Metal groan in agony as the projectile was released shook it apart and the force carried, scattering a few of the bags of money and making it rain money.

He couldn't help but laugh a bit at the sight as he made his way towards the rest when a single guard crawled out of the opening and reached for his gun. A quick shot sent the man careening to the ground and his arm broken from the concentrated air projectile slamming into it. He aimed for another shot when—

"**Hey, old guy!**" said a voice from above descending. There was a gust as Lana cushioned her landing with a quick burst from her hands while dressed in her outfit and mask, her white trench coat billowing. "Step away from the fat-ass rent-a-cop and truck!"

Blue eyes narrowed behind red-tined shades as he trained a shocker on her while the guard used the opportunity to scramble. He didn't get paid enough for this. "This is my score! Beat it!"

"How about I beat your ass instead?" The first blast was fired, a concussive blast that encompassed his figure and threw him back against the brick wall of the corner the overturned truck was at, past the rows of parked cars as people gathered around at what they assumed to be a safe distance and pulled out their phones to record it. The sight of him slumped over, his shades falling of his face as he frowned, amused her. "Ready to cry uncle?"

Herman's response was to aim and fire, forgoing any charging of the blasts for rapid-fire bursts that were launched at her in succession as she ran and took cover behind a car that had its windows shattered and metal dented. Lana fired a concussive burst from both of her hands and turned the car into a projectile. He dodged the two-ton vehicle that went tumbling towards him after crushing another vehicle and bashing against the wall, punching through the brick and finally stopping as dust rose in a small plume.

Then he countered, unleashing a concentrated blast that release a pulse and sent two parked cars flying towards the teenager, who blasted them without a second thought and scattering debris as the force of the blast made it rain and those stupid enough to hang around weary of the small chunks of smoldering metal and glass coming down.

The groaning of metal under stress caught her ears and Shocker pointed above her. Lana looked up to see the neon sign of the shop's name had been knocked loose by some of the debris…and she was right under it. The snap of the last support it had sent it tumbling down towards her, instinct beating out thought as she channeled her powers and fired a blast that ruptured on impact in a glory display of fire and smoke, rubble showering down and breaking nearby windows that had yet to shatter.

Herman saw an opening and took it, aiming both shockers and pulling the triggers as the blast left, sending Lana through the display windows of the shop that were blown out by the previous blast and through a countertop that shattered under her weight.

"_Owww…_" Lana wheezed, her body aching.

_That had to hurt,_ Miles thought as he clung to the building behind the engineer gone rouge, camouflaged before he touched down seconds ago. If there was one thing he had learned, it was that trying to fight upfront was stupid when you had stealth capabilities. Extending a hand to take aim, he was preparing to give the Shocker a little taste of his Impact Webbing and ending this while no one was watching him, striking from the shadow and utilizing the element of surprise.

However, before he could fire, he noticed a huge shadow being cast that blotted out a portion of the sun and looked up. Like many others he saw Tandy emerging from the veil of dark matter that made of Tyrone's physiology, followed by light raining in the form of blades. The shower of blades was beautiful in a sense…and as deadly as a hail storm in that it was indiscriminate and tripped Miles's spider-sense.

He was forced to dodge as the entire sidewalk and side of the building had daggers of light sticking out like weeds. The only reason Herman remained standing was because he was sheltered from the downpour by hugging an SUV closely and allowing it to be his shield. His shockers weren't so lucky however, leaving him defenseless.

"You're under arrest," Tandy told him. New daggers of light formed between her fingers as Herman backed away until he felt the cold chill of the abyss and turned to see Tyrone there as well, leaving him nowhere to go.

"What is with all these kids showing up today!?" Herman shouted in frustration as the pair cornered him. It seemed like that would be the end…until Lana emerged, her temper flaring and the burning orange rings around her hands getting ready to unleash hell.

"I. Am. Going. To. **Fuck You Up**!" Lana yelled before unleashing a powerful wide-scale burst in anger, catching the parked vehicles and turning them into deadly fastballs…right at all four of them. It would be a second later that the consequences of her rage hit her. _Crap!_

It felt like time slowed for Miles as the camouflage dropped, his reflexes moving faster as he used his web-shooters to lasso Herman and toss him out of the way of the armored truck he tried to rob. Tyrone had bypassed the criminal entirely and wrapped around Tandy, vanishing into the shadows. Flipping over the SUV that came his way, Miles twisted and fired his Impact Webbing to ensnare Herman before landing as the sound of crunching stone and metal joined with screams.

He turned to see the armored truck tumble along towards one very unlucky civilian with his smartphone out, caught like deer in the headlights of a train, and crashed into a boutique uninterrupted, breaking through display case and entrance with the sound of groaning metal and fountain of glass that forced those nearby to flee in panic. Everyone was expecting to see a mess of pounded flesh and leaking visceral fluid, their faces lined with panic and a cacophony of voices. The only reason the man's mashed corpse wasn't found was because he had been pulled into the air by Jessica as Spider-Woman.

"Are you okay?" Jessica asked as he hung there suspended, like a puppet, with others recording the moment.

"I hate New York," was all the man said, trembling in the wake of his experience. Then he passed out after he touched down onto the concrete.

Jessica let loose a long sigh as she glared at Lana behind her mask and swung off as they scattered to meet her back at base. _These kids have a lot of work cut out for them._

* * *

_Back at Base – Thirty Minutes Later_

"**Herman Schultz,**" Daisy started out, her voice like steel and just as rigid as the team sat around the table with a holographic screen coming from a device on it. "You caused the city over a quarter of a million dollars in collateral damage in a battle with Shocker, one of the lesser known villains that the original Spider-Man had faced down roughly five times. Someone even the police consider a joke. Would anyone care to explain why?"

"How did he keep getting out?" Miles asked, attempting to stir the conversation away from that direction. Daisy shot him a glance that felt like a light shining in a frog's eye and immobilized him for talking out of line. "Just asking in order to know the enemy…"

"Apparently he kept building the parts needed for his gauntlets in the prison's machine shop," Jessica answered, breaking the glare. "He doesn't end up in SHIELD custody and we put the prison on notice, but it seems like they failed to either keep him out of it or he had it done covertly with contraband."

Taking control of the conversation, Daisy cleared her throat and asked, "Can anyone tell me where exactly you guys went wrong?"

"He got a lucky fucking shot," Lana defended, having deposited a ten into the swear jar ahead of time and using her words unreservedly.

"Wrong. The first mistake **all of you** committed was that every one of you failed to take into account the safety of the people you were supposed to protect, with the girls causing the majority of the collateral damage and endangerment." Daisy switched over to a different filming, showing Jessica rescuing the guy. "There are four of you while there was one of Shocker, meaning that while one or two confronted the enemy, the others could have gotten the civilians to safety.

"The second mistake was that you nearly took each other out since you didn't move as a unit," Daisy continued, shooting a glance at Lana. "What were you thinking firing a blast like that when the others were there?"

"How the fuck was I supposed to know they were too stupid to get out of the way?" Lana blurted out.

"Lana, that blast could have seriously hurt them all," Jessica pointed out. "You have to lower your output when dealing with ordinary people without enhancements or body armor, and consider the collateral damage. At half-power alone, the splash damage could put the others in danger. Losing your temper could have proved fatal to all those there."

"If she can't control herself then she shouldn't be anywhere near anyone else," Tandy stated.

Jessica then turned to Tandy. "Tandy, you were just as bad. A rain of light daggers was just excessive and showy, causing excessive damage to the area **and** nearly taking out Miles in the process. A few daggers would have been fine since light is on a different spectrum than sound and could have bypassed his attack to damage his shockers or create an opening.

"Tyrone, your mind was focused solely on Tandy and you let her do something so risky without considering the consequences. What if there had been civilians in those vehicles or hostages and she did that? Would you have abandoned them to solely save her? I get that you're a couple, but love in the field is dangerous and compromises the unit if you don't call her out on something that risky.

"And Miles, you didn't tell anyone your plan," Jessica finished. "Your stealth ability is useful, but in the heat of battle with a group, friendly fire is a real threat and will most likely be your undoing. You almost got caught by both of their attacks and spider-sense or not, you can't dodge everything."

"Well, it's not like I could shout out what he was planning on doing," Miles countered softly. "It defeats the purpose if I give away the element of surprise."

Daisy typed at the keys on the console and brought up a screen with the columns, one for letters, one for numbers, and one for descriptions, "Hence why we will work on contingency plans, formations, and code words starting tonight."

"We can't hold Miles and Lana any longer," Jessica reminded her. "One needs to be home and the other needs to be at his dorm. Tyrone and Tandy need to sleep as well. Given what happened, they'll need to be fresh to deal with having their credibility called into question."

"With all due respect Miss Drew, I'm their trainer," Daisy reproached Jessica. "They need to have it hammered in until it sticks as soon as possible for the good of the unit. If we've got to put them through the basics a hundred times all day and night to do it, so be it. We can't have a repeat of this type of stunt."

"I'm their handler and they're not soldiers, Miss Johnson," Jessica countered. "They're teenagers and have to balance this, school, and coming to terms with their powers. They'll make mistakes, which is something I can vouch on from memory. You can start on this tomorrow _after_ everyone has had a good night's sleep and time to deal with the fallout. "

Lana had to hide a smug look on her face as she watched the two older women tense up, as though about to come to blows. It was almost worth the pain in her ribs from Shocker's attack and crashing, just to see the two people on the second and third place of her shit-list stare one another down. If it came to blows she'd probably double over laughing while trying to find some popcorn.

Daisy rubbed the bridge of her eyes. "We cannot have more people questioning the value of this unit. They need training."

"We _will_ train them, but it's too late for the questioning anyway," Jessica grabbed a remote and played the news report that on the screen this time, with a male and female anchor.

"This is the Channel 3 News Network and we're here today with an interesting story for you this evening folks." A window on the screen showed Mile's picture while in costume during the earlier events. "Spider-Man is back after more than a year, but this time he's not alone. The scene shows at least four other empowered individuals at the scene, including the Ultimate member known only as Spider-Woman."

The male anchor took the role of devil's advocate. "However, can we be sure this is the same Spider-Man successor who vanished last year without any trace? Many thought the second webslinger had been killed, but it seems like that wasn't the case after all. In that case, where was he for the last year when the city needed him?"

Miles looked away at that as the female anchor took the lead again. "In addition, what is the story behind the others joining him today. We have it on good sources of one of the youngsters being a mutant suspect in _two_ robberies well over a year ago and was captured by both the previous Spider-Man, deceased Peter Parker, and Spider-Woman, although the records of such have been sealed and rendered unavailable through means we are not privy to. Could this 'Bombshell' be reforming or is there something else going on?"

The male anchor intruded again. "But is it safe for these kids to be allowed to play heroes if they cause enough damage in a single incident to—"

Jessica cut it off after that. "Well, anyway, the good news is that all records pertaining to Lana's past have been taking care of by SHIELD, so your identity isn't known to the general authorities or the public."

"The bad news is it's a bad start for our program and we've lost some credibility with the higher-ups," Daisy added. "That sort of bad PR doesn't help and the expert we have on staff has advised not to make a statement to the public until we've gotten some good work under our belts to offset this disaster."

The group was dispersed after that, with Miles silent in the car ride as Jessica's fingers were tense around the steering wheel while she drove him as close to his dorm as she could with the intention of letting him enter under camouflage. As they pulled to a stop a short distance away, Miles finally gathered the courage to apologize.

"You don't have anything to apologize for," Jessica told him. "The absence was due to grieving and as for the damages…well, all of you…it was just too soon for all of you to move as a group and counter-productive. Johnson is right that you will need it hammered in, but all of you are so young with various difficulties and clashing personalities. Time is needed to resolve that."

Saying goodbye, Miles left and stealthily scaled the fence separating the outside from the dorm, before bounding to the nearest tree and then clinging to the wall like a spider and climbing to get up to his room window. He saw Ganke still up, using his Legos to build something with his back turned and no one else inside. Three quick raps of his knuckles against the glass drew the Asian's attention and he slid the window open for him to enter.

"I saw the video and evening news," Ganke told him. "On some of the forums I went to for Spider-Man fans, there were a lot of questions about your team and if you were the real deal."

"It's not my team," Miles told him through the room's bathroom door as he changed into his night clothes. "I'm not the leader."

"C'mon, you're Spider-Man. You're the face of the whole thing compared to everyone else. No one knows the other three, and Spider-Woman wasn't around before Spider-Man. You were the reason people tuned in to watch the news tonight."

Miles emerged from the bathroom dressed in shorts and a T-shirt, ready to go to sleep as he placed the suit into a briefcase. "And how many of those forums were questioning if I could live up to the Spider-Man legacy?"

Ganke grimaced as he reluctantly spoke. "Uh…most of them…"

Miles closed the case, shutting away the suit and all traces of the inherited legacy. "Exactly. No matter what I do, I'm only the second one to put on the mask. I've went over the dossiers SHIELD had on Peter, on everything he's done. It's not something I can match up to…"

He trailed off as his phone rang and he saw an unfamiliar number with a familiar name. With a moment's hesitation, he answered. "Miss Stacy? Not to be rude, but how did you get this number?"

"_You'd be surprised how easy it is to get a cell phone number off the Internet as long as you know the name of the person you're trying to find,_" she said over the line. "_Calling me Gwen is fine for the record. Have a tough day?_"

"You saw the news too?" he asked resigned.

"_Yeah,_" she admitted. "_I just called to tell you I'm glad you got back up after everything…and sorry about slapping you before. It was just an emotional thing._"

Miles was silent in thought before saying, "It's a lot to live up to, what everyone expects of me."

"_Just_ _remember what May told you that night we gave you the web-shooters,_" Gwen told him. "_Don't do what Peter Parker would, do what Miles Morales would. Replacing Peter is something no one can do, but Spider-Man is a symbol that you can live up to by simply keep going no matter how hard things get._"

Miles sighed as he scratched his head. "Yeah, I guess. Still easier said than done…"

* * *

_At the same time - At the Base_

Tandy Bowen turned on her bed, the room serving as her home positioned right across from Tyrone's Room. Both Jessica and Daisy were insistent that they didn't share a room at their ages, afraid something would happen. Honestly, they were both responsible people so the concern was unneeded.

But tonight she couldn't sleep, sitting up on her bed and looking at the ceiling. Her mind thought back to the scene of her mistakes, she guessed. Eventually she called for her boyfriend through the wall. "Ty?"

He responded almost immediately. "Couldn't sleep either?"

"Are we really capable of doing this?" she asked.

"We aren't heroes," he said. He hated this power—this curse of his. "All of this, it's just so we can get back to normal, isn't it?"

"Right," she answered. The hero thing is just a job, something to work off their treatment as soon as possible—an exchange, nothing more. Once they were cured, they could just go back to being normal and getting married, living a normal life.

* * *

_At the same time – Lana's Home_

Lana swore under her breath as she waited for her online call to get through. Her grandmother had turned in early for the night and she was in a fairly annoyed mood. Since Parker and his cousins—correction, the Human Torch and Iceman from the X-Men—were her first…friends, she guessed, everyone had been questioning her through her social site account on if she had any clues about who the new Spider-Man was.

"Fuck them," she spat out subconsciously. They were like vultures, picking at old wounds after not even giving her the time of day once Peter was gone and the other two left the school. Her expression changed when her mother's face popped up on the screen, the call finally connecting. "About time."

"Nice to hear from you too," Lori Baumgartner replied dryly. Since she was essentially on an island and Lana couldn't visit her all the time, rather than prison visits she got calls instead using a line established for her. The time for calls were restricted as well and required some level of clearance and safeguards.

"How are they treating you there?" Lana started out with.

"Well, I'm fine physically if that's what you're asking," Lori stated. "But I still find that getting sent here and constantly having my powers restrained fucking annoying."

"Well, since when was life fucking fair," Lana retorted.

Lori sighed. "Honestly, you have no idea what it's like to have to dress in this tacky prison outfit…how's your grandma?"

"Same as always," Lana shrugged before asking the question sticking out in her mind. "You saw the evening news."

"Yep. That's the deal you cut for me?" she asked. "Baby, you aren't meant to be one of the 'good guys'."

Lana snorted, ignoring the small tremor in her stomach at the declaration. It didn't bother her, really. "Well, I have to play one to get you out quicker. Besides, we tried the criminal thing twice and look where it got you."

"And the last time I checked you had less people gunning for you because you're trying to be something you're not," Lori countered. "It's not fucking pleasant to see some prick shooting at your daughter, or the working with the reason you got put away in the first place. You and your grandma are all I have left and I don't want you hurt…"

Lana didn't have a father. Not after he discovered her and her mother's mutation. But that was fine. She was proud of her abilities, even if the life of crime didn't pan out too well…because of the very people she was working with to help put other criminals away. "Irony is a bitch."

Lori's eyes narrowed in warning. "Baby, don't be fooled into thinking they're trying to make a hero out of you. They're using you like a weapon, and the people they're sending you against won't hesitate to try and kill you. Imagine when you fought with the spiders, only you're on the other end now. "

"Well, it's not like I'm always going to be going out," Lana told her. "The vigilante thing can be left up to Spider-Boy. I'm just doing what I have to and, if someone tries to put me down, I'll put them down first."

They continued their timed chat until the guards told her it was time to go and cut the line, separating mother from daughter. Lana leaned back in her chair and just stared at the screen in thought before sighing. "She's right, but I've got to do this. No one else but family is going to look out for me without expecting something back. That's just the way it works."

Yet a small voice in the back of her mind whispered. "_If that was true, why did Peter offer to be my friend?_"

* * *

_Police Transport_

_I hate this city,_ Herman thought bitterly as he reflected on everything. _One spider gets killed, two return in its place. Not to mention the other three who popped out of nowhere. Maybe I should try my luck in Texas or Sacramento..._

Up in the front of the transport, the two police officers were chatting as they drove him to prison. There was a light thud on the rooftop, but they ignored it while a sudden fog seemed to roll in. "So what'd you say when your wife was yammering on about leaving a mess behind?"

"I said, 'baby I—" the officer was cut off as the windshield's glass shattered as an object broke through and the truck skidded to a stop as the driver slammed on the breaks. "What was that?"

The officer in the passenger seat held it up. "A metal boomerang?"

Slots on the boomerang opened and vented tear gas into the chamber, pain lacing their eyes and nostrils as they vacated the vehicle and fell on the ground wheezing. To their surprise, the fog seemed to clear and they found an army of orcs lining the street, all hungering for their flesh and bones. The orcs charged and the two men ran down the streets screaming at an illusion from the chemicals mixed in with the tear gas, unaware the fog was coming from a device on the top of their vehicle.

"_Ow…_" Herman picked himself up off the floor of the vehicle, courtesy of the sudden stop. The doors screeched as they opened, the light of the street lamps pouring in and shrouding two figures in the darkness with an eerie fog rolling from around them. "Who are you?"

"My name is Mysterio," the first of the two announced as he stepped into the view with mist rolling around him. Flaring his cape while his identity remained hidden by the helmet he wore, he extended his hand. "Herman Schultz…no, Shocker, we have come to grant you the performance of a lifetime."

Always make an entrance, Quentin Beck preached and practiced. Frederick Myers, donning a purple outfit with a utility belt filled with foldable, metallic boomerangs and a V-shaped visor, crossed his arms and said, "The name's Boomerang and we're here to spring you."

"What performance?" Herman asked.

"One that promises to give you everything you deserve," Quentin said.

Frederick held back the desire to scoff at the helmet wearing actor-wannabe. "Basically there's a client who wants us to do him a favor, half-payment upfront and costs for new equipment and everything. Helmet here insisted we bring you along. So are you coming or not?"

Herman ran his cuffed hands through his silver hair and nodded.

* * *

_Elsewhere_

Alistair Smyte watched remotely as the final member of the arrangement was carted off to safety with the other criminals and fought down the urge to spit at the thought of aiding such men. He was an expert in robotics and nanotechnology, yet he was forced to assist two jokes and a man whom his employer managed to break out of SHIELD custody by having a guard on the payroll smuggle in the necessary components for his hallucinogens.

Turning on his smartphone, he waited for the other end of the line he called to pick up and said, "Everything is in place, Mr. Roxxon."

"_Good,_" the CEO stated over the line. "_Remember Smyte, you want more funding for your projects, you bring me Spider-Man and Spider-Woman. There's a bonus if you bring the other two who broke out from the lab in as well, and don't forget to tie up the loose ends—I don't want anymore links back to me. Show me I haven't wasted my time with indulging in this 'test' of your nanotech armor._ "

Smyte nodded and cut the communication, before the look on his face morphed to one of frustration. It shouldn't have come to this. He shouldn't have to scrimp by on dredges of funds for his research. Nanotechnology and machines were the future, not wall-crawling creatures in human flesh.

With his Spider-Slayer armor, he would prove that.


	3. Chapter 3

**Chapter 3: To Catch A Spider**

**Note: In canon Lana is technically a mutant as she was born with her powers and mutated DNA, even if her mother isn't. The only difference is that Roxxon did it instead of the US Government.**

**Note 2: This chapter feels shorter than normal, but I have to ease my way back into writing fanfiction.**

* * *

_New York City – A Few Weeks Later_

The sun was raised in the sky, shining proudly onto the streets.

Among the pedestrians that filled the sidewalks, a small child and her mother squinted their eyes to avoid the overwhelming rays. The unrelenting beams of light were blocked for an ephemeral moment as two shadows passed overhead. The pigtailed little girl gazed to the sky with a look of awe as she pointed with her tiny fingers for her mom to see.

"Mommy! Mommy!" she cried, yearning for her attention to witness the spectacle. "It's two Spider-Mans!"

The mother looked up to indeed see two webslingers making their way in haste. It was the resurfaced Spider-Man according to the rumors and news, which had yet to be confirmed officially, and Spider-Woman. But, seeing no need to correct her daughter, she watched them head towards the distant skyline.

Jessica swung in a pendulum motion, using the momentum to carry her further as she sailed through the air gracefully. Until the virtual training room was finished being implemented in their base, the pair made due with using the city for a practice routine swing-about. Thus, as they entered what amounted to a forest of skyscrapers and building that came in a myriad of materials and scale, the real test began.

"Okay, we're here," she called out to Miles, who was trailing behind her, as she landed on a building at the edge of the maze that formed the city.

He landed in a crouch next to her. "Here?"

Jessica nodded as she pulled out a stopwatch. "I'll start in a minute and tell you through the radio in your ear, set to channel 3, after I get to the ending point. It's that building."

She pointed to a skyscraper that rose like a pillar amongst dunes, the tallest building at the end of a long stretch several miles away. Then she pointed to several other rooftops and building walls, where small emblems were webbed to them. "I've set up checkpoints ahead of time. You need to navigate from here to there as fast and efficiently as you can, at the same time gathering the emblems."

"Got it," Miles said, adjusting the device on his ear beneath the mask.

Jessica nodded and swung off into the distance.

While he waited for her to reach the point he went over how much web-fluid he had left in his utility belt, hidden beneath his suit's top at the waist. Finished with that and still no call, he plucked out his cell-phone to check his messages, with one being from his girlfriend asking him when he was getting off and if they could go to a movie.

It was Sunday and, at Artemis' insistence after the training regiment Daisy had implemented, the unit had the day off from what she called training and they called institutionalized torture. Tandy, Ty, and Lana were at the base or home, leaving their masks behind so that they could pursue a normal life when not on-call. Miles and Jessica instead suited up and decided to take to doing the Spider-Man thing as the legacies of the fallen hero of Queen's and New York itself.

At his heart, Spider-Man was a street hero. Spider-Man was loved, as a symbol and a person, because he dealt with mundane threats and massive threats that most would be unable to handle with the same fervor. That was what separated him from figures like Captain America and Iron Man, there were no politics involved.

The radio in his ear came to life in a burst of static, Jessica's voice coming through. "_Alright Miles, I'm ready._"

Miles took a deep breath to center himself before taking running start and leapt off the building, allowing gravity to take him and sinking towards the asphalt, only for the webs to vacate his shooter and carried him into a arch. Abandoning the line mid-swing, he remained upright as he ran along the side to get the first emblem before jumping off and letting another line fly to the opposite building.

As Jessica observed him approaching using a pair of binoculars, she noted the difference in his travel-style compared to hers. Miles ran up the walls when he needed to scale, using a length of web as a tether to help go against gravity. Daredevil falls were broken by a quick safety line, and long distances were traversed in short spans. He would burn through his web fluid much faster than Peter would, so she would ensure he kept an ample amount as SHIELD supplied him with it as a business expense.

As he made it to the top of the skyscraper the wind picked up and Jessica's hair was carried along the breeze. She was in the middle of complimenting him on his timing when the sound of sirens in the distant reached their ears, the lenses of their masks tracing the path of the cars speeding down the roads to a specific location in haste.

A glance at one another was exchanged. The implications of what were clear. Then, reaching an agreement, they both dove off the edge of the skyscraper, taking to the skies above the New York streets.

* * *

_Abandoned Apartment Building_

"Shit," the thug swore as he looked out the window of one the of apartment building's windows.

The abandoned property was his and his comrade's stronghold, now surrounded by New York's finest after a car chase following a successful bank robbery. There were at least six cars, each carrying two officers, and more on the way along with SWAT. The odds were against them to say the least.

He had five men working under him, but the ammo they had wouldn't be enough for a holdout. Shifting the band of his assault rifle over his shoulder, he left the room to find a better vantage point. From there he could at least see about using the big guns to dwindle their numbers while getting an escape plan ready.

_Thwip._

The soft sound barely reached his ears. He turned his head towards the source, only to find nothing. He brushed it off as his mind playing tricks and called out for the others, but he received no answer.

_Thwip!_

That sound again was louder than before. His head snapped around towards the direction and this time he walked down the hall, opening the doors to the apartments to see where it came from and where the others were. "Guys…?"

No answer once again.

_Squish!_

His balance shifted as something beneath his foot slid as his weight descended upon it, slipping him a bit. Regaining his balance, he looked down to see the white webbing of an oversized spider. He swore under his breath, lowering his stance as he moved and his finger on the trigger.

_The Spider's here,_ he thought. The rest of the guys were silent, meaning they were caught. He wasn't about to join them. Screw that, he would just need to find some way to escape.

_Thwip!_

He turned and opened fire without a second thought at the sound of webbing. Glass shattered and rained down as the bullets punctured the windows. The sound of the police becoming riled outside was audible as well, but there was no blood or tattered spandex, meaning no dead Spider-Man either.

Backing away slowly, he made his way to the Room 42. That was where they kept the ammo on this floor, as well as the Bazooka they managed to get off a guy they knew. He opened the door—

_Thwip! _**SLAM!**

The sound came from the other end as the web-line jerked the door closed. The ringing of gunfire lasted three seconds this time as light filtered from the holes in the door. He then kicked it off the hinges as he stormed into the room to find all the ammunition and spare firearms clinging to the ceiling, gun barrels bent by super-strength and unusable. Still no dead hero though.

_Damn it, I didn't sign up for this…_The drumming of his heart in his ears started to drown out his thoughts. His steps were now sprints as he made for the stairs to get to the next weapons storeroom.

_Thwip!_

The aged wood cracked as he fell, his forehead aching where it landed. He looked to his feet to see a trip-line that took away his balance and sent him face-planting. Rising to his feet clumsily, he abandoned the notion of remaining calm. "**WHERE ARE YOU SPIDER!?**"

His cry was compounded by the roar of gunfire as he opened fire without concern. He sprayed bullets on full-auto until four seconds later, when the sound of it on empty and constantly clicking had him throw it down. It was then he felt a light tap on his shoulder and turned to see the black and red spandex-clad hero.

"Night-night," was all he said. Then the delayed bio-electricity surged. The world flashed as lightning ate away at the nameless thugs nerves and muscles. His scream of agony resounded as he fell into the abyss of nothingness and slumped to the floor once more.

Miles sighed. A quick spray of impact webbing to bind him was followed by a huff as he hoisted the cocooned man at least thrice his weight onto his shoulder. He then carried him off to join the rest.

Jessica stood in the foyer, watching over the gunmen who were strung up. The ones who she took out had their complaints and threats muffled by the webbing fixed around their mouths. The ones Miles had dealt with were still stunned. As her original's counterpart arrived and added the final one to the collection, she tilted her head in thought.

Seconds later, when SWAT burst in, they found the five gunmen upside down with their bodies cocooned, muffled groans coming from some of them as they looked towards the ground and begged to be cut down. There was a message in the webbing, tastefully done.

It said: "**For New York's Finest, Courtesy of your Friendly Neighborhood Spider-Man and Spider-Woman.**"

One of the SWAT members pulled out his phone to take a picture, which would soon be sold to one of the ravenous reporters outside for a tidy profit, while the rest combed the area for any strays and called in for someone to bring the specialized equipment they used during the original Spider-Man's time to cut them down, rather than wait an hour for the webbing to dissolve.

"Think it'll make the news?" Miles asked, watching from afar on a rooftop with Jessica.

She shrugged. "If it's a slow day…Miles, I have to ask. Can you charge your Venom Strike to discharge a larger jolt or release it from your entire body?"

"I've never tried," he admitted.

"Against things that may be poor conductors or resistant it may pack a bigger punch, not to mention eventually some of the smarter villains will start restraining your hands so you can't use it." Checking the time on her phone she decided that was enough for now. "Anyway, good job today. Take the rest of the day off."

"Are you sure?" Miles asked.

Jessica nodded. "I admire your dedication to the cause, but you do need to be a teenager. The amount of stress it caused Peter was no small thing. Besides, you'll find that wearing a mask will kill your dating life if you don't work to maintain a balance."

Miles reluctantly nodded before jumping off the building and swinging across the New York skyline while Jessica watched him go. If he hurried he could catch a movie with Kate Bishop and then go see his dad.

Jessica was completely unaware of the six-legged insect-like creature that was watching them split apart, the images in the lenses being transferred into the visor of the Spider-Slayer armor as Alistair Smythe began his plan to ensnare Spider-Woman. With the interface being directly linked to his mind through a neural connection, data streamed through his brain and was processed faster than an average person would be able handle. He reviewed the data that had been gathered so far about the target.

Estimated range for the omnipresence extrasensory sense, total strength, reflex time, all data gathered on the subject through various means and estimations from her previous feats were analyzed and a counter-measure crafted. He concluded that he could currently do battle with her successfully, but there was a chance she would escape if he fought straight up. That was why his bosses had him recruit the lesser villains with previous experience and he updated their equipment.

As the visuals recorded her beginning to swing off, he switched over his communications to the trio. "Boomerang, Shocker, and Mysterio, the first target is on the move. She is following predicted route F. Are you in position?"

Frederick Myers leaned against the distant rooftop where he had been stationed and confirmed that he was. "Boomerang in position. Just give the word."

Herman Schultz adjusted his new vibro-gauntlets that he had produced with the funds and equipment provided by Smythe. The suit he now wore was top of the line, capable of dispersing the force of physical impacts with ease. He felt like a new man and couldn't wait to try it out. "Shocker will give her what she's got coming."

Quentin Beck stood in the sanctum of an old opera theater, the almost silent his of gases vacating his suit and filling the space with his own blend of chemicals to serve their purpose. "The stage is set, so says Mysterio."

Smythe silently wondered why those who deemed themselves villains felt the need to use such unnecessary statements when a simple confirmation would have sufficed. Really, the only one he could tolerate was Boomerang. Then he put the mental conundrum out of his mind in lieu of dealing with the capture of Spider-Woman.

Logically speaking, she was the first choice to be captured rather than Spider-Man. Her presence extended past the new Spider-Man, her exploits and fighting habits known and measured. The brief stint of the new spider in the past only gave them partial data, as well as means to counter his known abilities, but there were too many unknown variables that could prove troublesome.

As the slayer-bots tracked her movements, which crossed into the target zone, he gave the orders to act. "Boomerang, you're on."

Frederick Myers stood erect from the wall. With two flicks of the wrists, a pair of collapsible boomerangs appeared in his hands as he took aim and chambered them. He took a steady breath as a bead of sweat rolled down his forehead once she reached his line of vision.

The distance was estimated to be outside her spider-sense range and barely within his throwing range, so his accuracy would have to be perfect and all of his strength exerted to strike down the target. Then there was no more time to think or aim. He threw the boomerangs with all the strength that he could muster, listening as they hissed through the air while spinning like saws.

Jessica tensed as her spider-sense flared from behind. Closing in from both sides as Jessica turned in time to see twin boomerangs, angled so that they would cleave her in two with their razor-sharp edges. She twisted her body, the scarlet suit that hugged her skin barely grazed as the two weapons closed proximity to her.

Then came the brief flaring of her spider-sense once more as the magnets built into the heads of the boomerangs attracted one another and caused them to connect, priming the explosives that lay within the metal and turned the two into bombs.

The force of the explosion carried her through the air, agony running through her body as the metal shrapnel of the _Bomberangs_ embedded themselves within her skin. Had it not been for her super-human durability she would have been blown apart, hunks of meat that were once an attractive woman raining down over the city. Instead the scarlet outfit leaked droplets of crimson through the tears as she fell to earth.

"_DREW!_" shouted Daisy over communication device under the mask, after hearing the blast from the other end. Her time in the field as part of the West Coast Ultimates had her well acquainted with explosives. "_REPORT! WHAT HAPPENED?_"

_Easier…said than done,_ she thought as she fought to hold on to her fading consciousness. Ignoring the ringing in her ears and the coppery taste of blood in her mask from her mouth, she extended her arm and prepared to release another web-line to regain air maneuverability when spider-sense alerted her to the incoming attack. _What now?_

It was a blast of air, violently shaking to damaging levels. Too wide to escape and too focused to disperse upon impact instantly, it battered her and carried her careening through the window of the opera building three blocks ahead. The sound of breaking glass, strained metal, and creaking wood was all that was heard over the radio along with a scream before an energy field went up and severed the communication.

Herman laughed at the power of his gauntlets kissing them in celebration of the clean shot before he radioed in the success in positioning her. Quentin had already set his stage for what was sure to be a captive audience and Smythe left the room he was in to fulfill his role, his sleek armor encompassing his body.

Jessica Drew's body ached as she moved through the dusty halls for an exit, wary of her surroundings. Slayer-bots set up through the decrepit building transmitted her wandered around, scuttling throughout the halls to track down their target as she moved from the landing point without her knowing, the sound of the wood under her feet cracking further rattling her nerves as the pain lacing her body refused to dull.

_That was Shocker's doing no doubt. _He and whoever broke him out she figured. But worst of all was the fact that her spider-sense was failing her, the buzzing almost completely stopped as her breathing became heavier. _It was an ambush and I fell into it._

Her efforts at escape seemed fruitless so far. Trying to escape through the windows or breaking through the wall with her superior strength failed as a barrier that had been raised and used to block all means of escape. Even touching them proved painful.

So, trapped in enemy territory with no way to communicate with the outside world or escape, her prospects looked dim. There was only one thing she could do, and that was to keep moving until she could find someone to beat some answers out of and figure out why she was taken. Coming into the stage room from the high-seats that hung above the ground, she soon spotted Quentin Beck standing on the stage.

His costumed figure was draped in fog-like gases as he made no move at all. Yet his cape was billowing around with a dramatic flair. Using the darkness that hung above on the ceiling, she positioned herself carefully above him and let fly webs from her fingernails…only for it to pass through harmlessly and cling to a projection device that she pulled up.

_Just like the reports said,_ she mused silently as she examined the device. _So the SFX Drama-King is a part of this too?_

The sound of air parting reached her ears at that moment, the burning of fuel following as she abandoned her perch on the ceiling. It was just in time to avoid the small missiles that exploded where she once clung, debris raining down from the ceiling. On the wall she stuck to she peered past the darkness to see the one who fired it.

It was Smythe in his full armor, the panel on his right forearm containing the mini-rocket launcher barrel opened and aimed at her. Having never seen the enemy facing her, she felt the need to know who it was attacking her. "Who are you and what do you want with me?"

"I am the Spider-Slayer," was all he said. Then he opened fire, a second projectile flying from the launcher and leaving a trail of grayish-smoke as the missile flew towards her.

Jessica leapt from the wall and clung to the roof as the spot she was in was rocked by the explosion that followed with another missile on the way. Dodging the projectiles and explosions she let fly as web-line from her right hand and blocked his visor's sight. As he tore it away, he found the distance closed as the scarlet fist slammed into his face headfirst, an abundance of strength within it.

_Tougher than I thought,_ she noted. It felt like she was punching steel and at best all she did was manage to dent the armor covering his head and forced it to turn. Even without the access to her spider-sense, her enhanced reflexes allowed her to see his attempt to swat her away using his arms and she used her superior agility to leap over him and lift him above her head. "Let's see just how tough!"

Tossed from the higher-level to the stage below, Smythe broke through the wooden surface of the stage and into the concrete beneath it. Jessica followed it up with a somersault, landing upon his chest using gravity to place it deeper inside its crater. When he flinched violently before he stopped moving, she assumed he had been rendered unconscious and proceeded to web his torso to the caved-in concrete.

Had her spider-sense been operational, it would have gone off at that instant as blades sprang up from the forearm of his gauntlets and cut through the webbing. Like a snake, his right hand was thrust out and coiled around her throat as he stood. The armored digits were tightening, cutting off her ability to take in air and strangling her behind her mask. He raised his arm and held her up, his visor using the connection to monitor her vitals as her heart beat quickened to fight off the dive into unconsciousness.

"You should…lighten up," she quipped as she released a web from her hand that clung to a stage light above. With a jerk she brought it down, tearing it from the aged wired and rail above and onto his head, the sound of the glass within it shattering echoing above his disorientated scream. Then, with flexibility befitting a spider, she brought her knee and elbow up and down respectively on his forearm as hard as she could, the strength driving them deep into the armor and relinquishing his grip on her as she backed away.

The stale air never seemed like such a relief as she breathed in deep to fight off the tunnel vision that had been setting in. Running over the scenario in her head, there was no victory to be attained at the moment and this battle was to her disadvantage. She had to get out of there.

"_**AGH!**_" Smythe howled in frustration as he tore the light off his head and seesawed his head to find her. She had already fled. He clicked his teeth before using the neural connection to issue a remote order to his slayer-bots to find her as he left the stage to track her down. _You can run, but you can't hide._

Jessica took in calming deep breaths as she took refuge in one of the side rooms and barred the door. The window was tinted by the energy field surrounding the building and disturbing the radio, but she knew that Daisy had been aware of where she had been shot down and there had to of been witnesses. The only question was if she could avoid capture until either SHIELD or the police arrived to actually investigate.

Her heartbeat grew as she noticed the heavy footsteps of the armored greave-like boots adorning the self-styled Spider-Slayer. Concern over her lack of a spider-sense made things worse. It felt like her heart would burst from her chest when he stopped at the door…

But the footsteps continued as he walked past the door, not opening it or even touching the handle. Jessica leaned against the side-wall and let loose a deep, silent breath of relief. It had been too close. _Okay, I bought myself a few minutes at best to…_

Her thoughts trailed off as she heard the light scraping of metal on the wall opposite hers and looked up. The sight of the slayer-bot gazing at her with its soulless lenses set off every alarm in her body as she realized he could have been using it to track her. Not a second later an armored arm broke through the wall and closed in around her throat, placing her in a head lock as it pulled her through the aged wood and drywall material.

"No more games," Smythe snarled venomously as he bought his other arm around. A nozzle extended from a compartment on his wrist, venting with a loud hiss a spray of acrid gas.

**It burned.**

Like hellfire running through her lungs and filling her body with agony, Jessica struggled to seize a breath of fresh as the spray continued and she choked on it. As the seizures started she croaked out a feeble cry while Smythe smiled beneath the visor, watching the display within the inside of it showcased her bio-signs fading. Reaching towards Smythe a final time, her body went limp in his arm and she stopped moving…

Smythe let the body fall like a rag doll and ordered the energy field dropped. A dozen of the slayer-bots crawled in through the crevices and windows to surround her, projecting a new stasis field around her that wrapped her body like a cocoon to transport her to their current base of operations. There the toxins would be purged and she would be properly stored for transport to the island base that had been secured off the books, in order to minimize the chances of escape that so many of the successful projects of Roxxon had managed.

Once the other targets were secured, they would all be shipped off. Then there would be no more Spiders in New York and he would have proven that technology surpassed the limitations of body, that it was the future. All the funds wasted to the super-human development projects would be better spent in his field and his name would be renowned.

All that was left was to capture Spider-Man, Cloak, and Dagger…


	4. Chapter 4

**Chapter 4: A Storm Has Come**

**Note: Time to set up future conflicts and plots, as well as introduce the final member of the current team for the moment.**

* * *

_Unknown Location_

Herman Schultz grunted as he put all his effort into tugging at the thin fabric separating him and the identity of Spider-Woman. He failed once more, having tried for the last fifteen minutes to no avail. "The mask just won't come off!"

Jessica scoffed at the feeble attempt. She could same method she used to cling to walls to keep her mask on indefinitely. Even if he did get her mask off, they've never met out of costume so he wouldn't know who she was. "Do you want to keep trying or should one of the real men give it a try?"

Herman gritted his teeth at the casual lack of respect. It seemed that, even in his new suit, he earned no respect. It pushed his buttons, the hum of his vibro-gauntlets audible as he held one under her chin threateningly. "Say that again. I dare you!"

Frederick Myers set a strong hand on his forearm to draw him away from Jessica. "Don't let her rile you up. Let the mask stay on, it won't matter if we know who she is or not once we're paid."

"I'm tired of all the disrespect her kind has been giving me," Herman stated, breaking away from his grip. "Treated as a joke—even when I've got her dead-to-rights. I won't stand for it anymore."

"Enough!" barked Alistair Smythe as he entered the room, his eyes hidden by the visors of the Spider-Slayer armor. "We cannot damage the specimen. I shall handle the questioning, as you are ill-equipped and are falling for her provocation."

Herman gave the man a glare, before he turned and walked past him and out the door.

"When do we get paid?" Frederick asked after that. "We caught one, so we should get something, right?"

"As per the client's orders, the rest of the primary payment comes when the second one is captured as well," Smythe stated. "Auxiliary if we manage to get the others, including the mutant according to the client's latest request. Go preoccupy yourself with something else in the meantime until I call for you."

"Fine, you know my number then," Frederick ground out before leaving Jessica alone with the man who captured her.

With the other two gone, Jessica glared at the man in front her from behind her mask. "I don't know who you're working for, but I hope you don't think you're getting away with this."

Smythe ignored her threat of justice at the hands of a deputized agent of SHIELD and a member of the Ultimates. He crossed his arms and made a demand. "Tell me the identity of Spider-Man and where I will find him and the others in your service."

"Sure, would you like their cell phone or house phone numbers to go with their address too?" she asked in a tone dripping with sarcasm.

Smythe was neither amused nor dejected. He simply pulled out a jet injector gun, clear fluid swishing in the glass, and pressed it against her arm. Once the trigger was pulled a pressurized jet forced the fluid inside of her with a slight grunt from her lips.

The effects were noticeable instantly as Jessica felt her body warming. "What did you just do to me?"

"You've just been injected with QNB-T16," Smythe said as he put away the jet injector. Jessica's reaction made it clear she knew what it was. "Yes, a truth serum that your friends at SHIELD are quite familiar with. Even with your natural resilience to foreign elements it will prove effective by nightfall.

"And before you try such a foolish notion as biting through your own tongue…" Smythe trailed off as a slayer-bot emerged from his suit, formed of countless nanites and given a directive. It settled on her chair and released forked tongues of electricity that ran over her body. "That was reverse engineered from a HYDRA stun disk. You'll barely be able to breathe, let alone attempt any heroic sacrifice of any sort."

"_Uhh…_"Jessica groaned as her body was paralyzed, muscles forced to relax at the electricity as it overwrote her body's command to fight against it. She could feel the truth serum working throughout her system as well and could only wonder where he got his hands on new SHIELD and illegal HYDRA tech.

As Smythe departed he passed the other three under his command, Fredrick Myers, Quentin Beck, and Herman Schultz, without a word. As if they weren't even there. Common crooks with fancy toys weren't of interest to him, and the sooner they were paid the sooner the partnership was over.

"Damn it!" Herman couldn't keep the aggravation out of his voice at the slight, no different that his time at Roxxon. He slammed his fist against a wall and walked off.

"Where are you going?" Frederick asked.

"This wasn't what I signed on for!" Herman exclaimed. "Where's the respect I deserve? He treats us like one of those bastards at Roxxon, not even worth his time unless he can get something out of us."

"Calm down," Frederick said. "We were hired to bring in the kid powers and he's the sole connection between us and the money. Just take some time and cool your head."

Herman said nothing as he left the building, fetching a car to drive out into the city.

* * *

_With Miles_

Kate Bishop stared at her vintage wristwatch as she awaited the arrival of her boyfriend outside of the movie theater, purse slung over shoulder. Since he had begun his new job their time together had been somewhat scarce, but she supposed that was something she would get used to. For the moment she was worried that he wouldn't be able to make it.

Then a pair of arms dressed in the grey fabric of a familiar hoodie wrapped around her waist and she turned her head to see Miles. "You made it."

Miles Morales gave her a kiss, ignoring the people of various ages passing by before explaining things. "I got off work early and managed to get on the bus in time to reach. Let's get going."

Hand-in-hand, the pair entered the theater and gazed upon the display that listed the shows and times. They eventually decided on a romantic comedy and took their seats next to one another as the show began to play. While Kate stared at the movie, Miles found himself staring at her as the hormonal flux of puberty drove him once more.

Leaning in, he kissed her cheek softly to grab her attention and watched as Kate's brows settled into a soft curve.

"Miles, the movie," she said, amused more than anything.

He met her amber gaze with an apologetic one. "Sorry, but you know how it is. It's been a while since we've had time like this with the regulations in school. We haven't even hung out afterwards since I have work."

"Hmm, is that so?" Kate mused softly, almost a purr, as she traced a finger from his cheek to his lips. The soft ecstasy from the feather-soft caress was only surpassed a split second later as she placed her hand underneath his chin and brought her lips to his.

Euphoria born from the kiss spurred him further on, placating his desires the longer it lasted, until the need for air surpassed limitations. They pulled apart slowly and he had a dazed smile on his face, a sense of serenity overflowing him. "That was nice…"

"Now let's wait until the movie is done before we do anything else," she said.

"As you wish," he replied, tone amicable between wanting another kiss and obeying her request. It was then that his phone vibrated in his pocket and grabbed his attention. While content to enjoy the movie, he noticed the name of the called was Gwen Stacy and felt compelled to answer. "Sorry, but I'm kind of in the middle of something—"

"_You've got to get to __St. Patrick's Cathedral__ quick!_" she cried over the line, fear and nervousness lacing her voice. "_There's some guy with these fire snakes threatening to kill everyone if you don't show and I don't know Fury's number and if—_"

The hiss of a serpent came over the line with a scream…then it died.

* * *

_With Gwen Stacy_

Gwen Stacy had seen a lot of things in her life, including her own death and rebirth. While she wasn't big on religion she felt compelled to come with Aunt May to St. Patrick's Cathedral, the very church where they gave Peter his final send off. It was hard, coming to the same place where she said her goodbyes to Peter for good.

Even as strong as she tried to be, she couldn't help but excuse herself to the bathroom in order to cry to herself. He was her oldest friend and lover, and had been with her through the good times and bad. Then she heard a bunch cries coming from the sanctuary of the church and ran down the foyer until she reached the door, where she peered through a crack.

There was some muscular freak there, fire dancing off of him like serpents, who she heard call himself The Salamander. He was tall and bulky, with hair that was wild and brown and glowing yellow eyes. As if the names and eyes weren't enough to scream dangerous, all the flaming tattoos over his body and the Aztec serpent one on his chest didn't help.

Listening in she heard him threatening Aunt May for the identity of the new Spider-Man. May wouldn't give the kid up, Gwen knew. But it would only be a matter of time before the guy got violent. So she had her phone out the moment flames shaped like snakes appeared and he started threatening the other church-goers to get an answer from her.

So Gwen had no choice but to call him. He could help them, they put their faith in him and he would be able to get there in time or contact SHIELD since this was their department. It rang a few times before the kid answered. "_Sorry, but I'm kind of in the middle of something—_"

"You've got to get to St. Patrick's Cathedral quick!" she cried over the line, fear and nervousness lacing her voice as he turned to see her through the crack in the door and sent a flaming serpent towards her like a flexible spear. "There's some guy with these fire snakes threatening to kill everyone and I don't know Fury's number and if—"

The fiery projectile broke through the doors as she was thrown back, hissing as it swallowed the phone along the way before burning through the exit to the church with ease and starting at fire as Gwen laid there on the ground. As she tried to pull herself to her feet, she found herself facing her attacker. The Salamander lifted her by her neck, massive fingers that could crush her with ease just loose enough to speak.

He brought her face to his and demanded, "Who did you just call?"

"The cops!" she lied. "They're on their way!"

"**Estúpido Zorra!**" He tossed her through the doors of the sanctuary, burly muscles backed with preternatural strength sending her flying into benches and spraying wood as she barreled through one and landed sprawled out and bleeding while in pain.

The screams of the church-goers grew and Aunt May wasted no time in pulling out her handgun and firing at him for the slight at the girl she had taken in. Gunfire rang out, only to be met with hissing flames as the bullets that met with them were incinerated and the one shot that got through only revealed that the guy bled fire as the wound closed with a small spout of fire.

"It is useless, Vejestorio," he said, his tone dark as tongues of fire began wafting from his eyes. "I am a Servant of Xiuhcoatl, one who is living fire incarnate. And you? "

Opened palms gave birth to twins serpents of fire, slithering in the air around the Aztec pyromancer and coiling his body. "**You're about to burn.**"

To all of the gathered people who trembled in terror or expected the worst, just before he could unleash the serpentine flames, someone else had arrived and set a tense hand on his shoulder. Dressed in a long trench coat, hat, and shades, the mysterious stranger had just entered the church through the broken sanctuary door to confront the man.

"You're going to pay for that, you oversized bull!" the stranger said, his voice lacking fear or feeling the heat of the flames around him, even as the trench coat caught ablaze. "You hear me? You're going to pay!"

"I see you are willing to be sacrificed to Xiuhcoatl before The Spider," said The Salamander as he summoned more of the fire serpents from his flesh. "So be it."

The serpents of fire vacated his body from every pore and lunged, converging to consume the unknown man as the rest screamed.

Yet the man who stood at the heart of the fire only shouted three words: **"FLAME ON, ASSHOLE!"**

* * *

_With Johnny Storm_

As the flames of the Aztec Fire Serpent swallowed Johnny Storm, also known as the Human Torch, and burned away the coat that protected his identity, there was a grim expression on his face.

He had just recovered from the events he had been through and came to the city to make amends to the people he left behind and had failed. The first and foremost was Peter Parker, with his family and friends following after. It was natural that he would end up at the church where the funeral had taken place, but he didn't expect to see two of the women who he lived with for a time there. Not after he simply left Aunt May and the others behind after failing to protect Peter—in fact he made it worse once Osborn absorbed his power.

He always made thing worse, between his father dying to save him during the Ultimatum Wave, Dr. Strange dying as Dormammu used his body as a channel, and then being unable to protect one of his first friends who inspired him into being a hero, who died on the front lawn of the woman who had taken him, Gwen, and Bobby in while in the arms of his girlfriend.

And now? And now some Aztec Fire Dancer wannabe had the audacity to attack them! TO HELL WITH THAT!

"**FLAME ON, ASSHOLE!" **The extra-dimensional energy that warped him from an ordinary human to a mutate had covered him in a thin, microscopic layer of fire-proof plates while his cells generated plasma jets through clean nuclear fusion. Thus he burned along with his rage, a spout of fire bellowing from his outstretched hands. "**You got a lotta of nerve attacking them. Pal! And you're going to burn for it!**"

The Salamander was barreled by what may as well have been solid flames, carried into the air and through the stained glass windows into the sky.

Aunt May looked at the young man she had taken in once upon a time in shock. "Johnny, is that—"

"Look after Gwen!" he ordered, so she would be safe, as Johnny flew out of the broken window with flames rolling off of him in angry tongues as he pushed past The Salamander, further along into the sky, and then charged a larger flame that he unleashed from above to jet the pyromancer into the ground, followed with a continuous stream.

To his surprise, The Salamander struggled to stand as the asphalt around him melted. Rising to one knee, he then forced himself to stand amongst the flames as though it were no more than a simple shower washing against his skin.

"**Do you think you can burn The Salamander, boy?!**" the burly man shouted, his tone mocking and accent thick. "**My fire comes from Xiuhcoatl itself! It is my blood and bone, MY VERY SOUL!**"

With a howl he was engulfed in a pillar of fire that rose up and swallowed Johnny's flames as he broke off the stream. The Human Torch then found himself floating before a massive serpent that, once again to his surprise, he couldn't manipulate. It bit down on him, crashing like a tidal wave of flames upon a stone, and slammed him into the concrete of the sidewalk below.

With a strained breath Johnny rose to his feet again, only for thick flames in the shape of a serpent to coil around his body. He strained to get out of the fetter of flames, but couldn't. The struggling only made it tighter.

"Your skin may burn hot," The Salamander admitted as he approached, a devilish grin coming onto his face as the flaming serpent raised the Human Torch up to his eye-level. On his shoulder a burning serpent the size of a garden snake came into existence and fixed its gaze on the hero's mouth. "But I wonder if you can handle it as the 'Kiss of Xiuhcoatl' sends its flame down your throat and caresses your lungs and heart, boils your blood, and turns your bones to ashes."

_THWIP!_

The Salamander had maybe a second after feeling the web-line attach itself to his head. Then he was given a one-way trip into a lamppost, bending the hollow metal down as he crashed upon it.

Johnny Storm looked up to see the black-and-red spandex of the newest Spider-Man, who turned to him and said, "Umm…sorry I was late."

* * *

_With Miles_

_Don't let me be late, don't let me be late, don't let me be late,_ Miles thought over and over as he crossed the skyline of the city. It was fourteen miles between Brooklyn and Manhattan, twenty-eight minutes driving. Miles had superhuman speed, agility, and stamina, on top of traveling on webs. Miles could only pray that it was fast enough.

He hoped that Kate would let him explain why he left at the theater in the middle of the movie. Lives were at stake he feared. He also hoped he could think of an excuse to give her later that sounded believable, perhaps an emergency with his dad?

Of course, such thoughts were driven away as he witnessed the firefight in the front of the St. Patrick's Cathedral. The Human Torch, who he knew about from some independent research, had just taken flight and surpassed the guy who was smoldering and still rising, only to hit him with a stream of fire that forced him down to earth from a distance and poured on the flames. The other guy then stood up unharmed and yelled something, before the cascading flames were swallowed by a gigantic snake of even more flames, which then devoured the Human Torch and slammed him into the ground.

"Okay, I'm starting to feel inadequate here," Miles said to himself as he angled the web-line, snagged the guy, and gave him a little trip into a lamppost. He then landed in crouch in front of the Human Torch and tried to think of something to say. The best he could was, "Umm…sorry I was late."

"You the new kid?" Johnny asked.

"Yeah," Miles said as he looked at the flaming serpent coiled around the flaming young man, which hiss at him. It was as if it were daring him to try something. "Now, how do I get this thing off…?"

"I got it. Take a couple steps back," Johnny said as he turned up the heat. Flames swelled and expanded into a sphere, courtesy of lessons from his sister. The serpent was forced off and dispersed into embers with a dying hiss. He stood up and turned his gaze to The Salamander, who was pulling himself out of the wreck of a street lamp and fixed his eyes on Miles.

"I have come to deliver a message, Spider," he declared, arches of fire dancing like jumping snakes from shoulder-to-shoulder. "You have struck a blow against us, interfering with our compatriot and our goals for this city. For that, you and everyone you care about will burn."

"Uh, I don't think I've met anyone who would hang with you," Miles quipped, firing blasts of impact webbing. "Fire hazard and all, pretty bad for the suit until they get the fire-proof ones ready. Present company excluded."

The lashing serpents of flames devouring the webbing before they could touch him or fully expand. "I speak of The Scorpion, whom you did battle with last year."

It came back to Miles after a second, Maximus Gargan, the criminal who sought to be the new Kingpin of Crime and had a beef with his uncle. "Oh, the guy with tattoos all over his body, tall and built like a truck, managed to hit me hard enough in the face to see stars?"

"His loss at your hands was a disgrace to us all"—at this point multiple snakes of flames rose up like a hydra with The Salamander as the main body, their hisses a choir of malevolence—"and I am the one who shall light your funeral pyre, Spider."

"Light this!" Johnny cut in, a stream of red hot flames pouring from his outstretched hands. The flames did little to stop The Salamander as he walked forward unflinchingly.

"We have come for you," The Salamander declared. "There is no escape from what you have coming. **VETE AL INFIERNO!**"

At that last outburst the hydra lunged, ten snapping jaws of flames that swooped down in an effort to make morsels of the Human Torch and Spider-Man. Spider-Sense blared as Miles ducked and dive out of the way of the constantly lashing heads. Plasma-jets fueled by clean nuclear fusion burned even hotter from the Human Torch's hands, severing the pyromancer's flames with his own, only for more heads to spout.

Seeing no end unless he burned hot enough to snuff out The Salamander's flames all at once, Jonny told Miles to get clear before he went as hot as he could without killing everyone around him by blazing with the heat of the sun. Glass shattered, the crackling of superheated asphalt and concrete melting ringing out as the burning gold color overtook everything else until the hydra was swallowed inside what looked to be a tiny star.

Jonny fell to his knees as he withdrew his flames, the task done and him spent. He thought it was over. That's why he didn't notice The Salamander's overwhelming figure in the shimmering haze of burning air, eyes ablaze with fire.

"Look out!" Miles yelled, too little too late, as a snake of fire engulfed Jonny and jetted towards Miles. The flames then ruptured in an explosion that set the area around them ablaze.

The Salamander to a deep breath as he causally strolled towards the scene and approached what should have been the charred corpse of the young men…only to see a cocoon of webbing. "What in—"

A black latex hand extended out of the cocoon and made contact with his flesh, unleashing a point-blank Venom Blast. Bio-electricity danced with arcs of lightning, tearing at his muscles just enough to make him kneel. Miles leapt into a strong kick that was thrust like a spear, leaving the unconscious form of Johnny Storm in the rest of the webbing as he pressed the attack.

Punches were laced with bio-electricity, his stored reserves expended in order to bring the massive enemy down. Even if his charges were stronger than a year ago, the punches had little effect on the skin that seemed almost unbreakable. When The Salamander finally lashed back with a wild swing, he caught Miles and sent him careening into a parked van.

The impact shattered the glass as the metal frame was dented from the human projectile slamming into it with the same force of a car crash. Without his super-human endurance he would have been killed. Miles let out a groan of pain as he pulled himself away from the metal that was now dented, and sighed. "Man, what is with the skin on you guys! Is it in the water where you come from?"

"Your end has come Spider," The Salamander declared, his body starting to sweat flames once more.

Miles looked around to see a fire hydrant nearby and lunged towards it as the fiery snake consumed the twisted metal that was once a vehicle. He slammed his fist down on the hydrant and water spouted out in a jet stream, bending before his hands as he angled it to the man on fire.

The Salamander howled as it battered him, the agony in his face clear as Johnny Storm awoke in the bed of webs. Seeing the effect, Jonny let loose a searing blaze from his hands that melted the end of the hydrant on the opposite of The Salamander and doubled the amount of water crashing into him until they both stopped flowing with the same amount of force and The Salamander was on his hands and knees.

He struggled to get onto his feet until he saw a shadow cast over him and looked up to see the new Spider-Man looking down at him through those white lenses. "**You think a little water can stop what you have coming? You will burn!**"

"Fun fact:"—bio-electricity jumped between Miles' hands at this point—"water reduces skin resistance to electricity to near nothing, being such an awesome conductor and all."

This time The Salamander screamed as the Venom Blast did the trick and put him down for good, leaving Miles and Johnny gasping for breath with rescue service sirens in the distance and Aunt May approaching.

Johnny banished his flames and Miles forced his tired body to stand straight as he apologized. The guy was looking for him by going after them. It was his fault in his mind. "Miss Parker, I am so sorry about everything. This was my fault and—"

Miles was cut off when Aunt May embraced him and Jonny. "I'm glad you boys are okay!"

"How's Gwen doing?" Johnny asked.

"She says she's fine other than her back hurting," Aunt May told them. The sound of ambulances, police, and fire trucks closing in was louder now. "I imagine you both have other things to do and don't want to see the police at the moment to avoid complicating things. We'll talk later, yes?"

They nodded and Miles applied a thick layer of webbing over the unconscious body of The Salamander. They then took to the air with Miles tapping the communication device in his ear to report and have SHIELD agents assist in the arrest and to take The Salamander somewhere more secure than a regular holding cell.

It was then he received an order from Daisy to return to base and to bring Johnny with him.

* * *

_At Base_

"I'm going to the infirmary" Miles said as he pulled off his mask, now safe and secure in the underground base foyer. "I got a few burns and after that I need to get a new costume since this one is half melted in some points."

"Wait!"Johnny claimed as he walked up to Miles and offered him a hand. "If May and Gwen are letting you run around using that name, I think I can trust you to keep Peter's legacy alive."

Miles shook his hand and then made for the infirmary, where inside there was an assortment of machinery designed to provide substantial healthcare to the underage heroes. Artemis ushered him onto a bed and proceeded to apply a medicinal paste to the injuries and bandages to patch them. His own metabolism held a faster recovery rate, but until then it would suffice.

It was then the vibrating of his phone told him of an incoming call and, upon viewing the name on the Caller I.D., Miles answered. "What's wrong, Ganke?"

"_Dude, I just saw the video of your team-up with the Human Torch!_" he exclaimed, the excitement in his voice apparent even over the line. "_He's part of the Fantastic Four before they broke up—tell me you can get an autograph?_"

"Youtube?" he asked. Ganke confirmed someone took a video with their phone. "I was kind of busy trying not to get eaten by a giant fiery snake of death to ask for one…Ganke, that guy was looking for _me_."

There was surprised sound from him throat before he asked again. "_What…? Why?_"

"Says it was over The Scorpion last year," Miles said. "He attacked Gwen Stacy and May Parker to try and figure out who I was."

"_Doesn't SHIELD watch over them or something?_"

"I thought so, but I'll have to ask Jessica about it. I haven't seen her since before I went on a date with—Oh crap!" Miles shot up and winced as the burns on his back ached. "I left Kate at the theater!"

Miles could swear Ganke was shaking his head over the line. "_Oh dude, what excuse did you give her when you left?_"

He rubbed the back of his head. "I told her I had to use the bathroom…."

The sound of a face-palm could be heard over the line.

* * *

_With Johnny Storm_

Johnny watched as Miles left, before turning his attention to base that they had to work out of. He would admit it was nice and he wanted to take a tour, but the sound of shoes on the hard floor took precedence. Three people were approaching, one brunette, one blond, and one dude dressed in a cloak with glowing eyes.

To his surprise the brunette was on the warpath as she approached him and grabbed him by the collar. "What are you doing here?!"

"Umm…" Johnny tried to recall what he could have done to offend her, but it honestly escaped him. "Have we met?"

"It's me you damn idiot, Bombshell—Lana Baumgartner!" she reminded him. "You and Spider-Woman got me and my mother arrested. Then we went to school together when you were Johnny-fucking-Parker!"

Johnny snapped his fingers at the recollection. "Oh, right! You look different. No hard feelings about me human-torching you? How were things with that 'Poey' guy?"

"I grew my hair out, that's part of the reason I'm here now, and we broke up," she rattled off in order. "More importantly, you lied to me about who you were and vanished with Bobby without a word after Peter died!"

Johnny rubbed the back of his head apologetically. "I'm sorry about that. Things were moving so fast and we felt guilty about everything. It didn't feel right after all that happened to stay there. I came back to apologize to all the people I hurt and that includes you and Jessica too."

While this was going on Tyrone whispered a question to Tandy. "_Exactly how many heroes went to your school?_"

"_I've lost count,_" she said, already lamenting that her school would be forever known as the school that Spider-Man went to and now this.

"Can we save the fraternizing for another time?" Daisy told them, stepping out of the conference room. "There's something important you all need to know. Johnny Storm, you already have clearance due to an arrangement made by Nick Fury and Sue Storm, so please join us."

Lana huffed as she let him go and stormed into the conference room at Daisy's ushering them all in, as well as Miles once he came from the corridor leading to the Infirmary looking troubled.

With everyone set around the table she began the debriefing as, from behind her, a silver-colored device of sorts hovered. "This morning, after a training session with Morales, Jessica Drew was attacked and kidnapped. We used these remote controlled quadcopter modules invented by the tech-boys at SHIELD to comb the Opera house and surrounding are to pick apart the crime scene for anything that would give us a clue as to what transpired there. So far they had managed to paint a picture and it was not pretty."

Pressing a button on the table console pulled up a 3-D rendition of a metal boomerang, the one that cut through her webbing, and the projection device. "From the shrapnel we reconstructed what looked to be a boomerang, similar to one that matches an attack on the police transport that was carrying Herman Schultz, aka Shocker. We believe it is the work of a criminal named Frederick Myers, also known as Boomerang, and the projection device is one of Quentin Beck's, whom Morales is familiar with as Mysterio. In addition, the damage done to the site where she went missing on impact is consistent with the damage done by Shocker's weapons, only magnified. Lastly, there was the presence of Ethyl Chloride along with several other chemicals, and remnants of what looked to be nanotechnology.

"From these we concluded that there were at least four members involved in this surgical strike," Daisy stated, pulling up the profiles and mug shots of Shocker, Mysterio, and Boomerang on the screen. "These three are confirmed and the last is unknown. It is assumed that their objective was to capture Spider-Woman from the beginning, but for what purpose is unknown."

"So what are the chances that they've left her alive?" Lana asked half-heartedly. "All of these guys have beef with the original Spider-Man and Spider-Woman. They've got her in their palms now. If it were me I'd at least work her over."

Johnny tensed at the thought, ready to give an outburst, when Daisy spoke. "Fairly well, actually, if I had to hazard a guess. They would have killed her on the spot if they were making a statement. That's the good news."

"If that's the good news, then what's the bad!?" Johnny all but yelled.

"These three are out there together," Daisy said. "The last time this sort of thing happened Peter Parker was killed and I find it difficult to believe someone would orchestrate a plan to take out someone with the same basic powers as Morales and be satisfied with getting only one. Taking her alive means I cannot rule out the chance she will be tortured or drugged into giving up sensitive information that could be used to identify everyone here…"

Daisy trailed off as she placed a hand to her ear, where a communication device rested. "It would appear Herman Schultz is attacking a bank at this moment according to one of our police contacts. He's gained some kind of suit resistant to bullets and his gauntlets seemed to have been upgraded…he's overwhelming the police."

"Then let's go get him!" Johnny stated. "We take the guy, pour on the heat, and make him tell us where they've taken her!"

Daisy gave him a sharp look. "We need a plan before we just rush in. Going into things too hot-headed will only make the situation worse and none of you are ready to handle another villain team-up, not to mention you and Morales can't be in optimal condition after the last attack less than an hour ago. So we do it this way.

"Morales, Baumgartner, Bowen, and Johnson, suit up and go assist the police and crowd control, focus on averting casualties and try to get the information out of him. Storm, you're going to stay airborne and center yourself between the site and the base so once we've attained her location you can move in and throw up a flare so Cloak can retrieve her fast enough to avoid conflict. Ideally we do this fast and hard before they know what hit them, retrieve Jessica, and then allow SHIELD agents to move in and capture the others.

"Now, move out."

* * *

**End Note: The Salamander is from Issue #2 of the Scarlet Spider 2012 Comic Series. It felt like such a waste of a villain for the series to be canceled and, considering that The Scorpion was in the Ultimate Comics, I figured I could use them in the future plot.**


End file.
